[UK-TUG] Draft motions for dissolution special general meeting (SGM)

[Jonathan Fine]

Hi all

SUMMARY: I respond here to one aspect of Nicola Talbot's thoughtful and
helpful email, namely whether my draft dissolution motion (1) is consistent
with the constitution. I argue that it is. I hope the discussion here helps
us understand the constitution better. (It certainly helped me.)

Nicola Talbot wrote:

> It makes sense to approach possible recipients before dissolution.
> It can't be done afterwards as the motion to dissolve must
> definitively state where the funds will go.


I agree that it's preferable if possible to approach possible recipients
before dissolution. However, we now have only 9 days before the deadline
for motions. I don't regard it as mandatory.

I don't agree with the interpretation of the constitution in Nicola's
second sentence. The relevant clause in the constitution is:

4. The members may pass a resolution before or at the same time as the
resolution to dissolve UK-TUG specifying the MANNER [my emphasis] in which
the Committee are to apply the remaining property or assets of UK-TUG and
the Committee must comply with the resolution if it is consistent with
sub-clause 3 of this clause.

My draft motion (1) is: That UK-TUG's surplus assets be distributed in
proportion to the individually expressed wishes of members (subject to
these wishes promoting the objects of UK-TUG).

The constitution allows the general meeting to pass a resolution regarding
the MANNER in which the committee is to apply the surplus funds. I say that
"distribution in proportion to the individually expressed wishes of
members" is a MANNER of applying surplus funds. If so, then surely that
settles that the motion is consistent with the constitution.

This statement might help. First-past-the-post and single-transferable-vote
are different MANNERs of electing a representative in a single seat
constituency.

By the way, the constitution allows the general meeting to pass a bare
dissolution resolution, without first passing a MANNER resolution. In that
case the committee gets to choose, subject to sub-clause 3. So perhaps
Nicola's reasoning is based on a misapprehension.

By the way, sub-clause 3 reads:

The Committee must apply any remaining property or money:
(a) directly for the Objects;
(b) by transfer to any organisations for purposes the same as or similar to
UK-TUG.

One final comment. After bare and no-manner dissolution resolution, the
committee if it wished COULD idistribute according to individually
expressed wishes. The only change made by also passing my draft resolution
(1) is that the committee MUST distribute the surplus according to
individually expressed wishes.

I hope this helps. I find the language precise once understood (which might
take some effort).

with kind regards

Jonathan
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